Brown David Craig 4

What Happened

• David C. Brown, Chairman and CEO of Victory Capital Holdings, Inc. (VCTR), received an award of 590,115 performance-based restricted shares (reported as a derivative acquisition, code A) in a Form 4 covering activity dated 2026-03-13. The acquisition price is $0.00 (no cash paid at grant); these are contingent "Performance Shares" that each represent a right to one common share if performance conditions are met.

Key Details

• Transaction date(s): Reported on Form 4 for period 2026-03-13; a related Form 8‑K filed 2026-03-16 indicates the Performance Shares were granted on March 15, 2026. Filing date: 2026-03-16.
• Shares/grant: 590,115 Performance Shares; grant price $0.00; total immediate cash value reported $0.
• Vesting/conditions: Performance-based vesting tied to four stock price hurdles over the performance period (Mar 15, 2026 – Mar 15, 2033): 25% vest at average close ≥ $100.01, +25% at ≥ $110.01, +25% at ≥ $120.01, +25% at ≥ $133.34. Each hurdle requires the average closing price to be equal to or greater than the hurdle for five consecutive trading days.
• Settlement and retention: If eligible to vest, shares will settle within 10 business days after Compensation Committee approval of achievement, and vesting is subject to the Reporting Person’s continued employment through the achievement date.
• Shares owned after transaction: Not reported in the provided filing excerpt.
• Filing timeliness: Form 4 filed March 16, 2026 (appears timely based on filing dates and the related 8‑K).

Context

• These are derivative, performance‑based awards (not an open‑market purchase or sale). They are contingent on future stock-price performance and continued employment, so they do not represent immediate ownership of voting stock or an immediate cash value unless/when hurdles are met and the awards vest.
• For retail investors, performance grants can align executive pay with long‑term stock performance but do not provide a current indicator of insider buying/selling intent.